The directors present their strategic report for the year ended 31 December 2024. The directors aim to present a balanced and comprehensive review of the development and performance of the group's and company’s business during the year and its position at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties that the group and company faces.
Odin Holdings (UK) Limited is the holding company of a group of companies whose principal activities are those of pharmaceutical sales and production of pharmaceutical products in house for external sales.
The directors of the company consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company and group for the benefit of its members as a whole in the decisions taken during the year to 31 December 2024.
The statements below explain how the requirements of S172 have been met.
The likely consequences of any decision in the long term: The directors consider the likely consequences of any decision in the long-term. Details of any decisions made regarding dividends can be found in the directors’ report.
Engaging with our employees: The directors recognise that employees are fundamental and core to our business. The success of the business depends on attracting, retaining and motivating employees. The directors consider the implications of decisions on employees and the wider workforce, where relevant and feasible.
Engaging with our suppliers and customers: Delivering our strategy requires strong relationships with suppliers and customers which is promoted throughout the company and group.
Community and the environment: The company and group’s approach is to create positive change for the people and communities which we interact with.
Maintaining a reputation for high standards of business conduct: The directors adopt positive business values for the company. The general business principles adopted help the company and group act in line with these values and comply with relevant laws and regulations.
The need to act fairly as between members of the company: Our intention is to behave responsibly towards our shareholders and treat them fairly so they benefit from the success of the company.
The results of the group for the year are shown in the Consolidated Statement of Comprehensive Income on page 9.
2024 saw a decrease in turnover for the Odin group with a decline of 21% from £56.9m in 2023 to £45.2m in 2024. Gross profit margins increased, rising from a margin of 34% in 2023 to a margin of 35% in 2024.
The performance reflects a year where the Group has been working on restructuring its debt in order to generate additional working capital. The first phase of this was completed in November 2025, with the second and final phase expected to conclude in Q3 2026. External economic factors have continued to adversely impact the Group's cost base.
The business has continued to successfully validate and launch multiple products in it’s manufacturing facility for both UK and International markets. The Group also performed extremely well during the latest MHRA regulatory audit in the UK and several customer audits of the facility of their primary subsidiary.
The Group has continued to diversify its customer base and has built a strong platform for sales growth once the benefits from the restructuring activities are unlocked.
Despite the progress made through refinancing activities, the disposal of overseas operations and the introduction of new funding facilities, the Group continues to face significant trading and liquidity challenges. The Group remains dependent on achieving forecast trading performance and securing sufficient funding to support future operations and growth plans.
The Group operates in an environment that has a number of operational and financial risks. The key business risks affecting the Group are considered to be competition from other businesses within the industry and development of internal production.
The Group has some risk in respect of currency fluctuations as the Group operates across multiple currencies. Group companies source products in GBP/USD/EUR/AUD and the Group can be exposed to favourable or adverse currency fluctuations if no steps are taken to mitigate the risk. The Group adopts a number of measures to minimise the currency exposure to reduce the risk.
The Group operates in an environment that presents several operational and financial risks to be managed. The key business risks affecting the Group are considered by the directors to be delays in product development, delays with product being supplied through the supply-chain, increasing costs, delays in Regulatory approval and managing cashflow requirements.
The Group's ability to secure sufficient funding and maintain adequate liquidity remains a key risk. Whilst a number of financing initiatives have been completed since the year end, the Group continues to require funding to support its operations and future growth plans. Failure to obtain sufficient funding could adversely affect the Group's ability to execute its strategic objectives.
The Group continues to contract out research and development activities for new product developments and launched several products during the year, it has also taken on several development projects to develop in-house for third parties. The business expects to have a continual flow of new product launches in the coming period.
A key performance indicator is the % of products commercialised out of the Group’s product portfolio, this % has increased during the period and is expected to increase significantly through 2024-2026 and will see the Group’s investment in intellectual property start to reap rewards.
The most significant non-financial KPI's of the Group are quality of service provided, staff retention and customer satisfaction. The directors are satisfied with the Group’s performance on all of these KPI’s.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on pages 10 to 11.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The below table and supporting narrative summarise the Streamlined Energy and Carbon Reporting (SECR) disclosure in line with the requirements for a “large” unquoted company, as per The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The disclosure also extends beyond the scope of a “large” unquoted company and includes emissions and energy consumption from the combustion of all fuels used in activities of the company.
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1,000,000, the recommended ratio for the sector.
The Group is in the process of reviewing its energy contracts and any non-renewable source will be fully replaced by 100% renewable source for the purchased gas and electricity to reduce its CO2 emissions and the related environmental impact.
The Group continues to work towards achieving a positive EBITDA and has made good progress with new product validations and increasing plant utilisation. Since the year end the Group's facilities has been inspected by MHRA, with the facility and personnel receiving high praise from the inspectors resulting in a very successful outcome.
Whilst the Group continues to make progress towards achieving it’s financial goals it has secured additional equity investment and shareholder funding since the year end and has been working on a wider full restructuring of its external debt, the results of which will only be seen in 2026.
Part of the restructuring activities include the divestment of the Group's Non-UK subsidiary entities, with a sale being completed in November 2025 to provide additional funding to the business.
Further information on the Group's going concern position, including recent financing and liquidity measures, can be found in Note 1.3 to the financial statements.
Whilst the directors have successfully completed a number of financing and restructuring transactions since the year end, the Group continues to incur losses and remains reliant on future trading improvements and access to additional funding. The directors continue to pursue further funding opportunities and monitor the Group's liquidity position closely.
As a result of the above, the directors have prepared the accounts on a going concern basis.
Disclaimer of opinion on financial statements
Basis for disclaimer of opinion
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
In planning and designing our audit tests, we identify and assess the risks of material misstatements within the financial statements, whether due to fraud or error. Our assessment of these risks includes consideration of the nature of the industry and sector, the control environment and the business performance along with the results of our enquiries of management, about their own identification and assessment of the risks of irregularities. We are also required to perform specific procedures to respond to the risk of management override.
As a result of this assessment, we considered the opportunities and incentives that may exist within the group and parent company for fraud and identified that the greatest area of risk was in relation to management override, the impairment of stock, completeness of income, debtor recoverability, going concern and the impairment of intangible assets.
We have obtained an understanding of the legal and regulatory frameworks that the group and parent company operates in from discussions with the directors and our knowledge of the group and its industry sector. We have focussed on the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, local tax legislation and MHRA regulations.
We performed the following audit procedures after consideration of the above risks which included the following:
impairment testing in relation to stock and intangible assets;
review of after balance sheet date receipts;
review of sales invoices during the period and either side of the year end;
review of after date events and financing arrangements;
enquiry of management of actual and potential litigation and claims;
reviewing minutes of meetings of those charged with governance;
reviewing correspondence with HMRC and the company’s legal advisors;
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
The engagement partner has assessed that all engagement team members were made aware of the relevant laws and regulations and potential fraud risks and were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The notes on pages 18 to 40 form part of these financial statements.
The notes on pages 18 to 40 form part of these financial statements.
The notes on pages 18 to 40 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £24,780 (2023 - £18,828 loss).
The notes on pages 18 to 40 form part of these financial statements.
The notes on pages 18 to 40 form part of these financial statements.
The notes on pages 18 to 40 form part of these financial statements.
Odin Holdings (UK) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ibex House, Baker Street, Weybridge, Surrey, KT13 8AH.
The group consists of Odin Holdings (UK) Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated financial statements incorporate those of Odin Holdings (UK) Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). If subsidiaries are acquired during the year these are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The Company has taken advantage of the exemption under FRS 102, section 1.12, in not preparing a cashflow statement for the parent company.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
The group had a difficult 2024 which led into 2025 with significant losses being made. However, a number of events have occurred which has resulted in significant cashflow being introduced into the group and has allowed for a restart of significant parts of the supply chain and allow the launch of new products which have been delayed because of working capital constraints.
The events are as follows:-
- The group has completed the sale of its shares in Noumed Pharmaceuticals Pty Limited and Noumed Pharmaceuticals Limited for a total consideration of AU$18 million. The purchase price was settled in three tranches: AU$6 million on closing, AU$6 million within 20 business days of closing, and AU$6 million by 31 December 2025.
- An accounts receivable facility of £4 million has been put in place, with an accordion feature up to a maximum of £8 million as sales and receivables grow. The facility was active from November 2025.
- A related party has provided a new loan facility of up to £750,000.
- A refinancing facility of £14 million, of which £12.8 million has been drawn to date, primarily secured against the assets of Noumed Life Sciences Limited. This has allowed for the current bank debt to be repaid.
- A sale and leaseback transaction has been completed on the premises that the UK subsidiary currently rent from a related party for a total consideration of £11.5 million, with an annual rent of £1,075,000. A rent deposit of £1.5 million will be held and released upon the subsidiary achieving four consecutive quarters of positive EBITDA. This provides funds in the group that the group can draw down on to support future growth and profitability.
Furthermore, written support has also been provided by the ultimate beneficial owner, that financial support will be provided to allow the group to continue trading as a going concern and discharge its debts for the next twelve months from the date of these accounts have been approved. After 12 months have passed, 3 months notice needs to be provided if such support is to be discontinued.
Notwithstanding the actions taken, the Group continues to incur losses and remains dependent on future trading performance and access to ongoing funding support. The directors have prepared forecasts and cash flow projections which demonstrate that additional funding will be necessary to support the Group's future activities. The directors continue to pursue a number of funding options and believe that appropriate support will be available as required.
As a result of the above, the directors have prepared the accounts on a going concern basis. |
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Research expenditure is included in the comprehensive income in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Intangible assets held by the group relate to licenses for pharmaceutical products the group intends to distribute. As certain products are still in the development phase in some cases, the products are not amortised until the group has started selling the product.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Depreciation is charged once an asset has been brought into use.
In the parent company financial statements, investments in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
The accrual model is used. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Other operating income
Other operating income is recognised when control of the related goods or services has transferred to the customer and the amount of income can be measured reliably. Income is measured at the fair value of the consideration received or receivable, net of value added tax and trade discounts.
Other operating income is recognised in the accounting period in which the related goods are supplied or services are rendered.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Determine whether there are indicators of impairment of the group's tangible assets. Factors taken into consideration when reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Intangible fixed assets relate to licences granted to the group enabling the sale of certain pharmaceutical products. The licences themselves are considered to have indefinite useful lives, however, the products are considered to have finite useful lives. The licences are therefore amortised over the useful lives of the pharmaceutical products to which they relate, which for all products, is considered to be 10 years. The valuation of the assets are then reviewed annually. In re-assessing asset value, factors such as the expected sales of the product and current gross profit margins achieved are taken into consideration. Judgement is made on whether an impairment adjustment should be made for any of the assets based on whether sales will be expected in relation to the licensed items and whether the gross profit of the product will exceed the cost of the licence over the product's useful life.
Determine whether any provision is required against slow moving or obsolete stock items. These decisions will depend on an assessment of the expiry date of the goods held in stock at the balance sheet date along with a physical inspection to identify any damaged stock items.
Determine whether leases entered into by the group as a lessee are either operating leases or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Determine whether there are any debtors that have been overdue for an extended period of time, or there is any indication of any customers who may be facing financial problems. The group regularly reviews the overdue debit balances and significant other debtors and determines based on either their previous trading experience with the customer, or their knowledge of the other debtors whether a repayment should be expected.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the asset and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as the working condition of the assets and whether the assets are still in use are both taken into account.
Intangible assets are included in the accounts at the cost price of all associated expenditure in preparing and certifying the associated licence. The group performs a review of the expected amortisation of the asset, based on the expected useful life of the asset, against the expected gross profit of all items that have been issued in relation to the asset. If the gross profit is lower than the amortisation for the period with no reasonable explanation or justification, the asset is impaired so that the combined amortisation and impairment for the period will match the gross profit of the licence for the period and going forward. The group prepares a schedule reviewing the future expected sales of the licence products and the effective gross profit per year expected, and compares this to the annual amortisation for any indication of a product's gross profit being lower than the cost of the licence for the period.
Aged debtors are included in the group accounts at the value of all invoices outstanding at the year end less any partial payments made by customers. The group reviews outstanding debtors due from customers, considering both the historic payment patterns and the ongoing correspondence. If there is any significant doubt regarding the recoverability of a debtor, the amount will be impaired in full, unless there has been an indication via correspondence that the customer intends to partially pay a balance, in which case the expected outstanding balance will be impaired.
Stock held by the group is included in the accounts at the average purchase price of the item. This is considered to be a reasonable and acceptable valuation method, however, stock items are also reviewed to their current sales price, if available, or the most recent purchase price and, if deemed necessary, an impairment adjustment is made based on the possible losses of a reduced net realisable value. The group also prepares a provision based on stock that is due to expire or has expired; the expired stock is provided for in full, and any stock expiring in the six months following the year end reviewed on an individual basis in anticipation of possible sales of the stock due to expire.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 0).
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Tax losses of £42,405,202 (2023: £29,075,228) are available to carry forward to offset against future profits.
Deferred tax of £8,952,504 (2023: £5,651,607) has not been recognised in the accounts in relation to group companies.
During October 2025 the group entered into a sale agreement to dispose of two of the subsidiary companies. The disposal was effected in order to generate cash flow for the ongoing trading of the continuing group companies. The sale was completed on 24 October 2025.
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
More information on impairment movements in the year is given in note 12.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Odin Holdings (UK) Limited is deemed to have control over Noumed Pharmaceuticals Limited and Noumed Pharmaceuticals Pty Limited.
Details of associates at 31 December 2024 are as follows:
The total provision against slow moving and obsolete stock as at 31 December 2024 was £350,858 (2023: £603,665).
Included in creditors are secured amounts of £15,190,777 (2023: £16,830,793) of which £7,432,034 (2023: £9,005,452) related to long term creditors.
Bank loans of £9,190,777 (2023: £10,830,793) have been secured by a fixed and floating charge over the assets held by the company. These loans have varying repayment terms. £1,758,743 (2023: £1,825,341) is due within 1 year, whilst the balance is due between 2 to 3 years, all with varying interest rates being charged at 4.5% to 9.75% across 6 loans.
A further loan of £6,000,000 (2023: £6,000,000) is secured by the parent company via a security over the property assets of the parent company. This loan has interest charged at 6% and is considered to be repayable on demand.
Amounts are due to a parent company above the group that is not included within the consolidation of £65,594 (2023: £47,666) which are interest free and repayable on demand. A further £1,237,920 (2023: £746,151) is due to the parent company and is repayable in 1 year and has interest of 3.75% attached included of £95,353 (2023: £62,937).
There is also a personal guarantee from a director in respect of the obligations of the Borrower to the Lender limited to £2,000,000 (2023: £2,000,000) in relation to the bank loan.
There is also a cross guarantee given by three related parties of the group in the form of debentures over all assets and charges over properties held by the related parties in relation to the bank loan.
There is also a deed of subordination in relation to the bank loan with respect to amounts due to the director and one of the related parties of the group.
With reference to note 1.3, the securities on the bank loans no longer exist post balance sheet date.
Amounts due after 5 years consist of one loan. This loan is due in 2030 recognised at amortised cost with an effective rate of interest of 3%.
The following are the major deferred tax liabilities and assets recognised by the group, and movements thereon:
The deferred tax liability set out above is expected to reverse over the useful life of the fixed assets it relates to with regards to the accelerated capital allowances and, where applicable, once the timing difference the deferred tax relates to has been resolved.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the year end an amount of £66,886 (2023: £79,043) was outstanding and due to be paid to the pension provider.
Company
During the period, the company provided guarantees in relation to loans totalling £15,190,777 (2023: £16,830,793) received by one of the subsidiaries of the company from third parties. These guarantees were related to a group level cross guarantee in relation to the loans, with multiple related parties also providing guarantees to the subsidiary of the company.
These guarantees were secured by debentures, with both fixed and floating charges, over all assets, undertakings, and property of the company.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The remuneration of key management personnel is as follows.
During the year the group entered into the following transactions with related parties:
In addition to the above, the group received interest on a loan to associates totalling £283,302 (2023: £246,754).
The following amounts were outstanding at the reporting end date:
The company owes amounts to a parent company of £65,594 (2023: £47,666) which are interest free and repayable on demand.
The group owes £1,333,273 (2023: £809,088) which is due to a parent company and is repayable in 1 year and has interest of 3.75% attached.
The group owes amounts to a related party of £2,474,874 (2023: £1,525,000) which is repayable in greater than 5 years and has interest of 3% attached. The group also owes amounts of £310,354 (2023: £nil) to other related parties and £532,231 (2023: £971,831) to entities with participating interest, both of which are interest free and repayable on demand.
The following amounts were outstanding at the reporting end date:
Included in the above is a loan of £Nil (2023: £3,086,101) which was considered repayable in more than one year and had interest of 2.5% being applied. Interest of £Nil (2023: £524,055) has not been included in the balance and was previously shown separately in accrued income. Additionally, a trade debtor amount of £nil (2023: £207,231) has not been included in the balance and provided for.
During the year, this loan with the accrued interest due from an entity over which the group has joint control was provided against, totalling £4,285,341 (2023: £Nil) as there was uncertainty with regards its recoverability.
Directors' transactions
Included in the amounts due to related parties above are amounts due to the directors at the balance sheet date of £21,897,299 (2023: £19,961,085). £5,367,195 (2023: £7,324,251) is stated at cost with interest of 4.50% accruing and a repayment date of between 2 and 5 years. Amounts of £3,919,257 (2023: £2,969,257) are stated at cost with interest of 3% accruing and a further £1,000,000 (2023: £nil) has interest of 8% accruing, both of which are considered repayable on demand.
Other amounts loaned totalling £11,610,847 (2023: £11,610,847) have been loaned with no interest attached.
This loan has therefore been recognised at present value with an effective rate of interest of 3% being applied. The difference between the value of the loan and the amortised cost has been treated as a capital contribution attributable to the non‑controlling interests and is being released annually to the loan through the consolidated statement of profit or loss. The amount recognised within non‑controlling interests at the year end is £1,948,608 (2023: £1,943,270). This loan is considered repayable within 7–9 years.
Company transactions with related parties
The company has taken advantage of the exemption under section 33.1a of Financial Reporting Standard 102 not to disclose related party transactions with wholly owned group members.
In January 2025, 130 non-redeemable preference shares were issued in exchange for £2.04m in the UK subsidiary.
The group has completed the sale of its shares in Noumed Pharmaceuticals Pty Limited and Noumed Pharmaceuticals Limited for a total consideration of AU$18 million. The purchase price was settled in three tranches: AU$6 million on closing, AU$6 million within 20 business days of closing, and AU$6 million by 31 December 2025.
Additional financing has been obtained since the year end being an accounts receivable facility and a new related party loan. This along with refinancing of the bank loan debt is further disclosed in the going concern accounting policy.
In July 2026 the UK subsidiary issued 1,000,128 of new shares, which included the conversion of previously issued preference shares.